No one has ever mistaken Rocky Balboa for an officer and a gentleman, but that's just about what we get in the numbingly predictable and none-too-stirring Annapolis,an underdog-makes-good boxing movie stuffed inside what amounts to a U.S. Navy recruiting pitch, with a dash of Good Will Hunting tossed in to complete the formula. It's not hard to imagine that the perpetrators of the thing -- in particular, director Justin Lin (Better Luck Tomorrow) and screenwriter Dave Collard (Out of Time) -- sat down one day and compiled a list of every Hollywood cliché they could think of, then carted the whole mess over to the bean counters at Touchstone/Disney.

That said, let's give credit to a pair of entertaining and talented leading men. Chiseled James Franco (also onscreen these days as the medieval loverboy in Tristan & Isolde) does a nice job here as a beleaguered Annapolis plebe named Jake Huard, a blue-collar tough from the shipyards just across the river, whose fondest dream has always been to enroll at the academy -- mostly to honor the wish of, yes, his dead mother. Jake's constant tormentor and sometimes inspiration is -- what else -- a hard-as-nails senior-year lieutenant named Cole, whose campus cred is bolstered by three years in the Marine Corps before he became a student. Four Brothersstar Tyrese Gibson gives this character, who looks buff enough to take out a North Korean battleship with his bare hands, just the right blend of uncompromising ferocity and burning intelligence. We've seen a wide assortment of bad-ass drill instructor types in the movies over the years: Gibson outranks most of them.

Did we mention that Jake and the lieutenant are both palookas? The minute Collard's screenplay drops its first hint about Annapolis' famous Brigade Championship boxing tournament, we know that these two are destined to square off in the Big Fight -- despite the fact that, standing next to Gibson, Franco looks like the towel boy. Never mind: Jake means to finally prove his worth -- to himself, to elite classmates who think the brooding "wait-lister" in their midst can't make the grade, and to his own (here we go again) disapproving father. We know our boy will give as good as he gets in the ring. Yo, Adrian. I'm gonna make lieutenant JG someday.

And, yes, just as we expect, there actually is an Adrian, albeit in slightly different form than South Philly's beloved Mrs. Balboa. Way back in 1955, when grinning midshipmen John Derek and Kevin McCarthy were romancing Diana Lynn in An Annapolis Story, there were no female students at the service academies; the first woman was admitted to Annapolis 30 years ago, and that gives messrs. Lin and Collard license to inject a bit of romantic longing -- and foolish whimsy -- into these otherwise testosterone-driven proceedings. The thankless task falls to petite Jordana Brewster (The Fast and the Furious), who plays an Annapolis sophomore named Ali -- a name likely chosen by the filmmakers because this lovely slip of a kid, against the odds and all logic, is destined to become hero Jake's fight trainer.

What they'd both reallylike to do, of course, is get below decks and shed their starched whites, but that's not allowed until Jake's grueling plebe year is over: For now, Ali's only option is to improve the guy's left hook. The entire phony, wider-audience-beckoning spectacle makes you long for Demi Moore in boot camp, head shaven, crawling through the mud at midnight.

As it is, Annapolis provides the usual dose of testing drills and team bonding so essential to the service-academy formula. Jake's classmates reflect the usual ethnic and emotional mix -- a hotheaded Hispanic (Wilmer Calderon); a brainy, by-the-book Asian (Roger Fan); a sweet-tempered, double-wide black kid from Arkansas (Vicellous Shannon) who can't stop wolfing down Twinkies -- and we get to play the old guessing game about who will make it and who will wash out. Except for Jake, of course: If the laggard from the wrong side of the tracks doesn't survive freshman year, Touchstone's got no movie.

Enough said? Franco and Gibson are a pleasure to behold (so is big Chi McBride, as the salty Annapolis boxing coach) in a movie that otherwise fails most of its tests, in terms of drama and originality. Hey, the campus doesn't even look right -- for the very good reason that Annapolis wasn't filmed at Annapolis but at Philadelphia's old Girard College, which has some similar white limestone buildings, but nothing like the classic sweep of the academy itself. At one point, the plucky hero asks the beauty who will soon become his girlfriend: "It's no fun to be underestimated, is it?" No, it isn't. Annapolis earns that distinction.